Eater Of Souls
by allthegold
Summary: When Tyki tried to kill Allen, he found something else in Allen's chest. After it was removed, Allen became something he shouldn't be. He must hide what he really is, and not lose control. If only his friends understood that he was trying to protect them. If only they didn't hate him... If only Allen wasn't a monster. level five akuma!Allen, gen
1. Chapter 1

**Blanket Disclaimer- I do not own D. Gray-man.**

**Eater Of Souls; Chapter One "Something's Breaking"**

* * *

**Near the Asia Branch of the Black Order**

Allen Walker was the most interesting exorcist Tyki had ever killed. Normally, the whole grabbing-the-beating-heart thing scared exorcists so bad they'd be begging for mercy. Walker didn't even look slightly scared.

His eyes were sad, at least. There was a level of emotion there that Tyki had seen in many others. It was a dead resignation to fate. He lay there, in the dirt and bamboo leaves, surrounded by darkness.

"Eh, you're no fun," Tyki said, withdrawing his hand from the boy's chest. As he was doing that, however, his fingers brushed an organ that didn't feel like an organ.

"What's this? Doesn't feel like a lung..." Even if it was just a hard piece of rib he was touching, it would be fun to mess with exorcist, to see if he would crack. Allen's eyes went a little wider, but he tried to keep his poker face on.

"Timcampy, take Suman's Innocence, and run. Go now." The little golem swallowed the glowing stuff, zipping away. "Just kill me, Tyki Mikk. You're going to destroy my Innocence, I'll have no reason to live. I don't think there's much you could do to scare me."

Tyki felt around the guts of the exorcist, finding what he had felt before. His brow furrowed. "No, seriously, boy, tell me. What on earth is in your chest?"

"I have no idea."

Tyki yanked his hand out, holding the thing he had found. Blood flew everywhere, from the exorcist's chest, and mouth. Tyki ignored his coughing, examining the thing. Allen Walker was going to die anyway, it didn't matter how. He could destroy that arm later.

It made his fingers burn as he held it. It was a white crystal, glowing, drops of Walker's blood sliding down it. It was the size of an eye, but not in any specific shape.

It was Innocence.

"How interesting, Walker. It appears you have.." The words died in his throat as he took note of the supposedly dying exorcist. Allen Walker's aura was vibrating, the air around him thrumming. His eyes were wide, not the blue they were before, but swirling shades of red and black. "What the he-" Tyki said, but a huge wave of energy pulsed outward, knocking him into the trees behind them. Walker groaned.

"What did you pull out of me?" the white-haire exorcist slurred, trying to stand. His face was changing. The star above his left eye was sliding across his forehead, stopping in the middle of it. His eyes had stopped swirling to become a constant variation of red and yellow, the whites a solid black.

The form was so familiar to Tyki. Things with similar color and aura also worked for him and his master. He was alongside them everyday. Yet, seeing one like that... It filled Tyki with something akin to fear.

Allen Walker looked like an Akuma.

Tyki Mikk looked over at the shard of Innocence that he had dropped. What was going on? Another wave of energy pulsed out, making them both fall down again. Walker was on all fours, breathing hard and dripping blood. The energy made Tyki weak. A piercing headache was starting, and he knew something had gone wrong, something he couldn't control.

As if responding to his acceptation of the situation, an arc doorway appeared underneath him. He fell through it. His last view of Allen Walker was of the exorcist's now-pointed teeth and scared expression.

* * *

_Something's gone wrong, something's gone wrong-_

It hurt Allen, so bad, so insanely _bad_. It felt like every bone in his body was stretching, like every cell was being twisted into something it shouldn't be. His vision warped, then cleared, then was cloudy again.

_Somebody help me_, Allen thought. _Anybody_. The Noah that was going to kill him had left, and he had no idea where Lenalee and Lavi were.

_**Allen? What's going on?**_

There was another voice in his head.

"Help me," Allen cried aloud. Tears fell from his eyes.

_**What's wrong? Am I awake? I must be-**_

Another wave of pain hit Allen, and he collapsed back down to the forest floor, on his stomach, one arm awkwardly beneath him.

_**Stars, what was that? That hurt!**_

_Help me, please_, Allen though. He had no idea who the voice was. It could've been his own pain-addled mind.

There was silence on the other end of the line for a few moments. _**Allen, take a few breaths. I know it hurts. It'll stop soon if you calm down.**_

Allen took in a raggedy breath, still coughing up blood. The blood tasted different. It wasn't as coppery as normal blood was, and was thick on his tongue. _What's happening? I don't understand._

_**Didn't somebody remove the Innocence shard from your chest? You're turning back into an akuma.**_

_An akuma?!_ Allen's heart raced even faster.

_**Why is that surprising? Ugh, forget it, just let me take a look at your memories. I need to know how long I've been asleep.**_ Allen felt nothing in his head, but the owner of the voice was doing something, because it fell silent.

_**...You don't remember anything.**_ The voice came back sounding irritated as heck.

_Don't remember what?_

_**Anything. Anything important, like, oh, lets say, from thirty-five years ago? Or what you are? Or what you agreed to? Stars, Allen, what happened, you idiot?**_

_I wasn't born thirty-five years-_ A bigger wave of pain radiated out from his abdomen, and Allen cried out, curling into a ball. Black blood was everywhere.

_**Okay, okay, Allen? You need to listen, and do as I say. Don't question anything. I'm not lying.**_

_O-Okay..._

_**You are a level five akuma. That thing that my dear brother pulled out, that was a shard of Innocence keeping you in your human body. Since it got taken out, your body has just reverted back to its akuma body, still in a human form. Your Innocence arm should be able to keep you mainly as a human.**_

_Wh-_

_**Shut up! Don't say anything. Thirty-five years ago, you were my friend, and agreed to give me a body, after I died, which I did. A month before my memory was implanted in you, your akuma soul got sucked into a human body without a soul, and you gained a conscience, and a fully human form, not just a human skin. The Earl wanted to kill you, so you went on the run with me. I don't know what happened to you afterwards, those memories are blocked. Any questions?**_

_I- I'm a-a level five akuma?_

_**The only one ever evolved.**_

Allen was hyperventilating again. His breath came in short bursts, eyes wide. Although he couldn't see it himself, his face was that of an akuma's, with a red pentagram in the middle of his forehead.

_**Darn it Allen, calm down! Your exorcist friends are going to be coming back, you need to get control. Focus on what you want to protect.**_

_I- I'm- a-an akuma_, Allen repeated. How could he protect humanity if he was the very thing that killed it? How could he protect akuma-kind if he was one, and couldn't even protect himself?

_**What do you care about most, Allen? Judging from your memories, I'd have to say it's your friends.**_

That was right. He loved his friends dearly. Allen would die for his friends.

_**You would do anything to protect them, right? Become anything?**_

Yes, Allen would. Allen would do _anything_.

_**Well, right now, you need to be in human form to protect your friends.**_

Human form. Allen focused on an image of himself, surrounded by those he loved. A human self. Slowly, the pain in his body lessened. His blood still tasted like oil, and the Innocence on his left arm still burned a little where it met his skin, but he felt human.

_I'm not bleeding anymore_, Allen thought, pressing a hand to his abdomen. The wound was gone.

_**You're an akuma. Wounds not from Innocence don't usually hurt.**_ The voice chuckled. _**Unless you're being eaten by another akuma. I assume that hurts.**_

Allen slowly stood up, legs shaky. _Who are you? You said I was your friend._

**_I'm Neah, the fourteenth Noah. I'm Mana's brother, and was your best friend, many years ago_.**

All around Allen, there was darkness. He started walking in the direction that he supposed the harbor was. Suman was already dead, and for some reason, he couldn't seem to care. Apparently Neah was a Noah. He couldn't really force himself to care about that, either. There was something dead inside of him.

_**Stop walking, Allen. You forgot something.**_

_What_?

_**See that shard of Innocence Tyki pulled out of you? Go pick it up.**_

Allen saw it. He picked it up, fingering it. _It doesn't hurt me, to touch it. Doesn't Innocence hurt akuma?_

**_You're partly human, and that Innocence is used to you. It knows your purpose. Same with the Innocence on your arm. Unless you become a full-fledged akuma, your own Innocence won't hurt you_.**

Allen put the piece of Innocence in his pocket, and resumed walking. He felt so... dead inside. The shock of what Neah had told him hadn't hit him yet. Allen was just tired, and sick of being in pain.

_Why do I need this piece?_

**_Because it's what kept you human for thirty-five years. If you really lose control, it'll help keep the monster down_.**

"Who are you, boy?"

"Eh?" Allen looked up, meeting the eyes of a strange robot-woman. He put on a half-smile. She didn't have the souls of an akuma. "I'm Allen Walker, an exorcist. Do you know where my friends are?"

"The other ones? They're looking for you, coming this way." The woman looked him up and down. "What happened to you?"

"A bunch of akuma attacked me, their blood's all over me," Allen said, thinking fast.

"Oh. It looks like you're fine. Still got your Innocence and all, so I need to get back to the Order."

"Are you a member of the Asia Branch?" Allen asked, following her as she began walking.

"I'm the guardian of it."

"Oh! Wow, that's great." Allen felt awkward, and stupid. Maybe his lack of a good conversation skill was due to him being a demon.

The thought made him hurt._ I'm a demon_, Allen said to himself. _I'm a monster_.

Something in his soul was breaking, and he didn't know if it would ever be fixed.

"Allen!" two voices ahead of them cried. Allen's heart leapt.

"Lenalee! Lavi!" He ran to the two teenagers, grabbing both of them and pulling them into a tight hug. For a few seconds, he breathed into their shoulders, not talking. Just breathing. _It doesn't matter if I'm a demon. I will protect my friends._

"A-Allen? Are you alright?" Lavi pulled away gently, looking him up and down. "You're covered in blood!"

"It's akuma blood. Not mine." Allen smiled. He wasn't going to cry. Demons didn't cry in front of those they loved.

"You still have your Innocence!" Lenalee said, grabbing his hand. Allen winced, remembering what had happened when he had tried to save Suman. Strangely, though, his arm appeared to be fine. It wasn't the pitch black color it had been before, but a simple red.

"Yeah, the Noah disappeared. I don't know what happened. One minute, he was about to rip out my heart, and next, he was gone." Allen was lying through his teeth.

_**So these are the friends you would protect**,_ Neah said in his mind. **_The girl's hot_.**

_Shut up, Neah. She's a friend. Lavi, the redhead, is a Bookman._

_**That's interesting. A bookman. So they're on your side now? They used to fight with the Noah.**_

_Oh_.

_**You don't sound angry.**_

_How can I judge them, when I myself am nothing more than a walking hypocrite? I mean, I'm an exorcist akuma._

"You guys know how to get back to the harbor?" the Asia Branch guardian asked them. Lavi nodded.

"I'm going to go back, then. It was nice meeting you, boy." The woman waved to him, and then disappeared.

"That was the guardian of the Asia Branch," Allen explained, when Lavi and Lenalee looked at him. "She just came to check on what was happening, I think." He smiled at them both. It was good to see that they hadn't been too badly hurt in the fight.

-Bzzz-"Do you read me, Lavi?"-Bzz-

"What is it?" Lavi said, grabbing his golem.

-Bzzz-"Come back to the harbor. An emissary has arrived." -Bzz-

"Let's get back to the harbor, then," Lavi said, lifting his hammer. The handle stretched, Lenalee and Allen stepping on.

"I hate doing this," Allen said, bending down and grabbing the handle, just as Lavi made it grow. His stomach didn't have butterflies, strangely. Normally he always got nauseous.

_I guess level five akuma don't get motion sickness._

* * *

Wong stood patiently, waiting for the last three exorcists to arrive. The rest of the group around him looked exhausted. Hopefully, Miranda Lotto could help them boost their spirits.

A sound reached all their ears, and they looked up to see three more exorcists arriving, via hammer handle. Wong didn't blink. It wasn't the most outlandish thing he had ever seen. One of the exorcists did catch his eye, however. It was the white-haired one. He had a large scar running down the right side of his face. Above his eyebrow, a pentagram was engraved. Much like an akuma.

"You're from the Asia Branch," the girl exorcist said. Wong pushed back his hood.

"Yes, I am. The Branch Director sent me to make sure everything is alright, before you set off again."

"How are we supposed to use the ship? It got destroyed in last night's battle," the red-haired one said, gesturing towards the vessel. Wong smiled.

"You have a new exorcist arriving from headquarters." He gestured towards the ship, where they all noticed the woman. "Miranda Lotto."

* * *

**One hour later**

The ship was sailing comfortably along. Allen was beneath deck, looking at the tiny room he, Lavi, Krory, and Bookman would be sharing. It wasn't that bad. At the moment, Allen was laying across his cot. He had gotten the bottom bunk, in the coin toss with Krory, and didn't mind. He needed to think. There was no one else in the tiny room, and the light was off. Just him and the darkness.

It had been interesting to see how much Miranda had changed. Her Innocence was quite powerful. Allen was glad that they would be able to continue on their mission. He had quite a few questions for his old master Cross.

_Neah?_

_**Yeah?**_

_How come the Dark Matter inside of me doesn't destroy the Innocence?_

_**Because your human body is acting as a buffer, and because they both sense your purpose. To protect your friends. Dark Matter and Innocence have minds of their own, and agendas of their own. They understand that, to gain their goals, using you would be better than destroying you.**_

_That makes sense._ Allen flipped around, so his back was to the room, looking at the wooden boards that made up the wall. _How old am I?_

_**About fifty years.**_

_That's pretty old._

**_I would show you your own memories, but they're not in your mind. It's like they've been destroyed._**

_Do you know anything else about me?_

_**You told me once about how you started out, as an akuma. It was quite interesting. Want to hear?**_

_Sure._

Allen felt his mind being pulled into Neah's memory, and let it happen.

* * *

Neah sits across from an akuma. The akuma is in the shape of a human, but with a few differences.

A giant red pentagram is in the middle of his forehead, marking him as an akuma. His eyes are black, the pupils red and yellow. There are two black lines going from his eyes down to his chin, like teardrops. His hair is the brightest crimson, spilled blood. There are two small horns jutting from either side of his head.

"You're going to tell me, Red?" Neah asks. The akuma, Red, nods. He smiles.

"It's pretty exciting." Red's voice is that of a human's. "I was first made from the soul of the best gambler in Europe, called by the gambler's daughter after her daddy was killed in a shootout."

"That's why you play cards so well," Neah laughs. "Only Adam can beat you."

Red grins, his teeth are pointed. All of them. "I was a dumb level one for about a year, until I ate some of my fellow akuma. I eventually matured to a level two. That's when I gained my wonderful personality."

"Wonderful, my butt. Did you have any special skills, like you do now?"

"Being able to eat whatever I want is not a special skill. But, yes, I suppose, I did prefer to eat whatever I got my hands on, even back then. I quickly went into a level three."

"I think I met you once as a level three," Neah says, leaning forward in his chair. "You were the darn sassiest level three I ever met."

"I almost got destroyed by Sweets because I refused to bring him the sugar jar. He didn't kill me, thank goodness." Red leans back in his chair, looking at the ceiling of the room they are in. "Somehow, four years later, I made it to level four. I hated being a level four. I felt like such a creep."

"They do look creepy," Neah says. "All white and pregnant-looking. How did you become a level five? That's what I'm really wondering. No other akuma has ever done that."

Red falls silent, eyes shadowed. "I don't know."

"Don't know or don't want to say?"

"Both."

There's an awkward silence between the two, Red looking lost, and Neah looking unsure.

"Well, all I know is that your personality only got stronger as you got more powerful. You're my favorite akuma, Red, and my best friend. Come on." Neah stands up, putting a hand on the akuma's shoulder. "Let's go tease Mana."

* * *

Allen gasped for breath, feeling like he just woke up from a long dream. The room was still dark. _Neah, was that me? That akuma talking._

**_Yep! That was you as a pure level five. You looked pretty cool, right?_**

_I was called Red as a child too._

**_Only Road, Mana, and I called you Red. The rest of the Noah called you "Eater."_**

Allen got off the bed, heading for the bathroom. "Gotta go pee." He didn't want to think about why anything would be referred to as "Eater." A few minutes, he was washing his hands, when he glanced into the mirror. His heart nearly stopped. His face was the same, nothing was different, except-

A chain was floating above Allen, connecting him to a mass of souls. It was the same thing as when he looked at an akuma. The souls weren't just staying above him, they were coming down and standing around him. One put its pale hands on his shoulder, resting its head there, blood dripping from its eyes. Another wrapped its arms around his neck. They were writhing, countless faces and _hands and bodies and screams-_

Allen barely made it back to the toilet, flipping up the seat and vomiting. He gagged over it for some time, even when there was nothing left. What he had seen was burned into his eyes.

"H-How m-many souls d-did I-" Allen said, not finishing.

**_You were the best soldier in Adam's akuma army, Red. You were like a fifteenth Noah, if there was one._**

"How many?" the white-haired akuma asked, wiping his mouth.

**_Over five hundred. You ate over five hundred souls._**

Allen slid down the wall of the bathroom. There were tears running down his face. _I've done more killing than saving. Stars, how can I call myself their friend? How can I live?_

**_That doesn't matter, Allen. What matters is that you will save them. You will save all your friends, no matter the cost._**

_Thanks_, _Neah_, Allen thought._ I remember. I'll save them._ He stood up, splashing water on his face, preparing to go out again. "I've got to avoid mirrors in the future." When he left the bathroom adjourning his small room, he noticed Lavi and Bookman. "Oh, hey, Lavi. Bookman."

"Wanna go eat dinner, Allen? Lenalee and the rest are already eating." Lavi hooked a thumb towards the door.

"Sure," Allen said, smiling as best he could. _You're made from the soul of a top gambler, put on your best poker face, demon._

No, he wouldn't fix himself. Nothing would fix him. Nobody wanted to fix a demon.

* * *

**Thanks for reading!**


	2. Chapter 2

Eater of Souls, Chapter Two "Souls for Dinner"

* * *

As he was pulling on a new shirt to go to dinner, Allen remembered something Neah had said. Something about being a Noah. _You said you're a Noah, Neah. Do you hate Innocence?_

_**I hate both Innocence and Dark Matter.**_

_I don't get it. As a Noah, you yourself have Dark Matter in you, and serve the Earl. Why do you not take over my body and kill all the exorcists around you?_

Neah chuckled in his mind. _**You would kill your own body before you ever let that happen. I don't serve Adam, I serve my brother Mana, even after his death. I'm going to fulfill his promise.**_

_That promise being..?_

_**To destroy all otherworldly things off of this earth. Both Innocence and Dark Matter.**_

That would mean Neah wanted to destroy Allen as well. Allen wasn't scared or angry. He deserved to be destroyed off of the earth. He was just a freeloader, eating human souls and killing friendships and love.

_Go ahead and destroy all the stuff you want, as long as you don't hurt my friends, Neah._

_**I wasn't asking, Red, but thank you for the permission.**_

* * *

One thing hadn't changed for sure, and that was Allen's love of food. He scarfed down plates of fish, potatoes, and dried vegetables like they were air. Lenalee, Lavi, Krory, and a few of the other seamen watched him. They looked slightly disgusted.

"Did you even chew that fish, Allen?" Lavi said, punching him in the shoulder. "Try to at least taste your food."

"I did. It was good, " Allen said over a mouthful of potato. "I used my anti-akuma weapons tons, I need to regain all that energy that was used."

"I'm not sure swallowing fish whole is gonna help with that, but sure…" Lavi said, turning his attentions back to his own plate. Allen smiled. The food was excellent on the ship, and he loved eating it.

The problem was, there was a hunger inside of him that wouldn't be quenched, and he didn't know what it was. No matter how many plates he ate, there was a hole in his stomach and a thirst in his throat. His teeth kept turning slightly pointed, and he would have to focus on being human, to get them back again. Hopefully, the hunger would go away.

_**That would be your akuma thirst for blood,**_ Neah helpfully supplied.

So he wasn't immune to the Dark Matter's will to consume and destroy. Allen should have been expecting it. Akuma killed each other all the time, he had too, as an akuma. _I'm not going to kill anybody here, Neah. There's no way I can satiate it, if it really is my akuma thirst. _

_**You're lucky the desire to kill isn't as strong as normal akuma's. Your human body and conscience makes it a whole lot better. **_

_I don't care. I'm with my friends, everything is fine. I don't need to consume anything that's not normal human food. _Allen couldn't let himself lower to that level, to the level of aromatic cannibalism. He still had to try to be a human. _Ignoring the fact that I'm a monster._

"Something here smells like akuma," Krory said suddenly. Allen froze, choking on his normal human food. He began coughing loudly, clutching his throat.

"Allen? Does your eye see any akuma souls?" Lenalee asked.

"N-no, I would be aware of any akuma here," Allen quickly said.

"I know that. It just… smells weird." Krory sniffed the air. Allen cursed his luck. _He's going to sense me, darnit._

"I got a ton of akuma blood on me after the Suman incident, that's probably it. With your good akuma nose, you can still smell it on me." Allen forced a chuckle. _I'm lying to my friends. _

"That must be it," Lavi said, laughing. "Krory, you've got a heckuva nose. Allen's showered twice since then." Allen stiffened, but kept a goofy smile on. There was no way that Krory could smell akuma blood that had been on his skin twenty-four hours earlier, even after two showers. He was smelling Allen's oil-blood. Hopefully, nobody else would figure that out.

"Do you want to play a game of chess?" Bookman offered to Krory. The vampiric man nodded, and they left the table.

Allen couldn't help but relax more. _Secret's safe. I need to be more careful. No accidentally cutting myself, that would be catastrophic. _

"I'm going up to the deck, I need some fresh air after dinner," Lavi said a few minutes later. "Allen, don't eat all the cook's supply of fish. I'll want some food tomorrow."

"I won't," Allen said, smiling at the bookman. "Don't get eaten by a shark." Lavi looked like he needed some time to think. Despite his air of nonchalance, Lavi was a lot more emotional than people assumed.

It was just Lenalee and him. Allen swirled his fork around his last plate of food, unsure what to say. He didn't have to say anything, though.

"I'm glad you're alright," the Chinese girl said. She gave him a big smile.

"Me too. I thought my Innocence was going to fall off. It was lucky that the Noah left, and I was able to fight off akuma." Allen felt saliva rush to his mouth even as he spoke the words. The hunger was hard to control. The Dark Matter inside of him sought life, the human side of him putting human life off limits. The only life he could consume was delicious, _bloody akum- _

_Stop it. Stop._

"Have you been throwing up?" Allen looked up sharply at Lenalee's question. Meeting his gaze, she flushed, quickly explaining. "I can smell vomit on you. N-not that you smell bad! Just, I know that smell."

"I thought I brushed my teeth," Allen said, which wasn't a lie. "I get seasick pretty easily. It's nothing to worry about." Those weren't really lies, either. _Who am I kidding, I'm lying to my closest friends. I'm a sick monster. _

"Brother gets seasick too, so I'm used to it. I hope nothing bad happens until we get to Japan," Lenalee said, looking out a porthole. It was evening, but the sun was already down. There was no difference in the blackness of the sky and the ocean.

"We'll be alright. Miranda has the Time-Record Innocence, so even if the ship is damaged, we can continue on. I'm able to fight fine."

_**That's an understatement. You were second in command of the entire akuma army for a reason.**_

That was a time that Allen couldn't remember, so he didn't count it. Sure, maybe he did have a lot of skill. That didn't mean that at his current condition, he could command an army. He was in the facade of a fifteen-year-old boy, and felt like it. _Like a broken fifteen-year-old boy._

"We can use our anti-akuma weapons to protect the crewmembers. Even with the time-Innocence, if they get hurt a lot, and it comes back all at once…" Lenalee winced.

"Yep. People getting hurt wouldn't be a good thing."

Allen's akuma eye went wild suddenly, the gears appearing in front of it. He felt his teeth turn into points, and forced them back. Standing, he pulled on his exorcist coat. "Lenalee, get up. There's an akuma."

"What-" Miranda's scream broke off Lenalee's words. Lenalee had her Innocence activated immediately, but Allen took a minute. _Darn it, Innocence, please. _With a rush of white flame that ran down his left arm, it turned into a claw. It was surprising how much it hurt to have the anti-akuma weapon activated. His entire left shoulder felt numb.

Allen ran up up the stairs in a second, and was up on top of the deck. It was pitch black, the moon covered by clouds. Strangely, though, he could see perfectly. Everything was crystal clear. There were five akuma around him. One was on the deck.

He caught sight of Lavi, bloody, lying on the deck. Miranda's Time Record was working on him, healing him, but seeing one of his best friends hurt filled him with _rage._

"Title: Corpse of an Exorcist," a gravelly voice echoed. Allen's eye went wild, and his heart beat fast. _Level three akuma. _He had never seen one before (that he remembered), but knew instantly what it was. _I want to eat it. I want to eat it. _

A beam of light hit the deck, shattering wooden boards. Allen was knocked over, Lenalee landing next to him. "Allen, there are four akuma in the sky, controlling the ship. They're affecting Time Record. We've got to deal with them first."

"I've got it, Lenalee. You stay down here with Lavi and Krory, and work on that level three." Allen's voice was commanding, and he felt strong. His akuma blood was pulsing through his veins. He was strong. He was powerful.

He was hungry.

All akuma had the natural ability to 'fly', if that was how it could be described. They could float through the air, perhaps because the laws of the earth did not apply to them, being of another world. Allen did this, but grabbed onto the mast, making it look like he was propelling himself with it. Even though his akuma instincts were taking over, he had to keep up the facade as an exorcist.

Pushing off of the mast, Allen flew through the air, keeping his Innocence arm next to his body. He didn't need it. His eyes were turning black, the black tear-drop like patterns running down his face. His hair didn't turn to red, like it had been, but stayed white. A red pentagram appeared on his forehead. His teeth were sharp points.

He was in akuma form, and felt like _eating._

* * *

The first three akuma in the night sky were no match for a level five, even behind the cover of sky. They were all level two. The first one saw him coming, though.

"A- an exorcist!" The other three looked his way. Allen bared his teeth, grinning. The hunt was on. "Lightning Strike; One!" the akuma called, and a beam of light nearly hit ALlen. He evaded it, but kept on course. Even if it had hit him, he would have been fine. The level five akuma didn't need explanation from Neah on how to consume the akuma. His instinct on how he had consumed fellow akuma was hardwired into his mind.

Allen's mouth opened, a gaping maw of teeth and saliva. He grabbed the akuma around its metal neck, and bit off its head in one swoop. _This tastes like heaven. _ Oil was running down his face, onto his neck. He felt the akuma's mass of souls slide past his lips in a shadowy mass, and swallowed. He licked his lips, and let the body drop. It fell back down, far, into the ocean.

The second one was good, but not as good as the first akuma Allen ate. It stabbed him in his non-Innocence arm. In response, Allen's wounded arm transformed into a twisted gun, and promptly shot the akuma in the forehead. The blood wasn't as sweet, but was still like the nectar of the gods. _No wonder Krory likes this stuff. If only I could eat like this everyday… _

_**This is disgusting.**_

_Neah, can't you taste it? The souls? The metal and blood? It's like being in a candy shop._

"Wh-What are you? You're no exorcist!" the third akuma cried, when Allen turned away from the corpse of the second.

"I have Innocence," ALlen said, heading towards it. It backed away, but in a flash, Allen had a hand around the back of its head. He cradled it, looking into the soulless black eyes.

"You're n-no exorcist," it cried. Allen sighed.

"I'm an exorcist with a few dark benefits," he said, and then bit through its neck. He chewed up the metal in an instant, tasting blessed copper and wire. The soul of the akuma went down easily, sweetly. _Yum._

Certain that his friends couldn't see him behind the clouds, Allen was heading for the fourth akuma when he heard Lenalee's scream. Immediately, he wiped all the oil he could off his face, forcing his akuma form back beneath the surface, and darted back down to the ship.

"Allen! The level three is too strong!" Lavi cried. There was blood running down his face, but the wound had been healed by Time Record. "Lenalee's fighting it on her own, and Krory's trying to help!" Lavi was protecting some crew members who probably hadn't been killed, and brought back again.

Allen looked across the water, where he could see the dark masses of his friends, and of a level three. His stomach rumbled for the taste of something higher, something more… rare. A level three soul. "Lavi, you stay here. Protect the still living crewmembers. I can help them." He pushed himself off the railing, feet touching the ocean. Black water splashed around him as he ran across it, not sinking.

The Level three had its hand around Lenalee's neck, which made Allen mad. Nothing could touch his friends. It had hurt Lavi earlier, too. It deserved to be consumed without mercy, torn apart limb by limb.

_My friends are watching. I can't lose it._

Allen lifted his Innocence claw, still activated. "Level three! Drop my friend!" He could see the mass of souls that it had eaten above its head, and didn't want Lenalee to join them. She couldn't.

The metal machine looked towards him, tossing Lenalee aside. "Title: A New Combatant." The Chinese girl fell into the ocean, but Krory dived after her, going underneath the water. Allen had a few seconds that nobody would be able to see him up close.

"Title: You're gonna die, you freaking butt," Allen said, and ran faster. He was nose to nose with the akuma before it knew he was there. "I'm the monster protecting these things."

"Title: Why do you have souls floating above you?'

"Because I'm a monster," Allen whispered.

The level three's power, some kind of gravity affecting power, pulled at him, but Allen wasn't affected. He brought his akuma arm up to its face. It shielded his face from the ship, and from Lenalee and Krory. His teeth sharpened into points, and he bit into its neck. Black blood spurted out, and he breathed in. The souls came quickly, sliding past his lips and down his throat.

As he pulled away, Allen swiped his claw-arm down, making it look like he had just exorcised the akuma. He turned back to where Krory and Lenalee were. There was nothing but black waves.

"I've got her, Allen!" Krory yelled from the ship. Allen felt his heart beat again. _Thank goodness. They're alive. _

_This monster's most precious things are alive._

* * *

The ship was in prime condition, thanks to Time Record. Miranda was crying, hugging a group of sailors. Allen's eye widened. The souls of the group she was hugging weren't fully in their body, but floating just above their heads. A thread of Innocence attached the souls to the sailors. They must have been killed.

"You did it, Allen!" Lavi grabbed him, pulling him close, clapping his back. "You defeated that level three!"

Allen let a smile, a true smile, reach his lips. "I'm glad you guys are okay. Where's Lenalee?"

"She's-"

A flash of light lit up the clouds in the sky above them. Lavi and Allen both ducked, as floorboards shattered around them. _What's going on? I don't understand-_

_Oh, no. _He had forgotten the fourth level two akuma. _This is my fault._

"There's still one up there!" Krory yelled. "I've got it!" The vampiric exorcist shot up into the sky, leaving Lenalee alone across the deck. Another flash of light, and a bolt of lightning shot down.

Everything happened in very slow motion. Allen saw two things. The mast of the ship shattering, a huge log of it falling down towards them all, but going for a group of sailors that were still alive.

He also saw shards of the mast peppering Lenalee. There was a chance that she could be hit by a big piece. Allen could only save one thing, and if he didn't save the crewmembers, they would most certainly be killed. Time Record wasn't kicking in fast enough.

Allen made his choice. Lenalee's eyes were wide, looking straight at him, as he looked from the crewmembers, and back to her. He chose her.

Allen was at her side in a second, pushing her down, shielding her from the shards of wood. Slow-motion stopped, and the mast came crashing down. It was back up quickly, white Innocence glowing as it was fixed.

The damage was done. The last five sailors still alive on the boat were now dead, their souls only attached by a strand of Innocence. There was no sound. Krory landed back on the deck. "I killed the last akuma."

Nobody knew what to do. They were safe, for now, but only the exorcists were alive. Lavi was watching Allen, but Allen didn't meet his eye. The Bookman had seen what he had done.

_I just let five men die to save my friend. _Allen wasn't going to let it hurt. _Monsters don't hurt._

Lenalee's slap was the loudest thing on the entire ship. Allen's head twisted to one side, it had been so strong. There were gasps around them.

"You could have saved them, Allen!" Lenalee cried. There were tears in her eyes. _I made her cry. _"I was fine! Your Innocence is still activated, the men were right next to you! You could have saved them!"

Allen felt something bitter and hurting wrap itself around his stomach. His fingers curled briefly with the flash of sadness. "It was my fault the fourth akuma was still alive. I saved you." _NothinghurtsMonstersdon'thurt._

"We are meant to save humankind!" Lenalee bit her lip, obviously fighting tears. Allen hadn't seen her that angry before.

Her next words made him hurt more than he would ever show.

"What's wrong with you, Allen?"

Allen turned on his heel, facing away. Everybody was listening into their conversation, everybody would know that he was a monster. That didn't matter.

"I'm sorry," Allen said, and quickly went beneath deck. _Monstersdon' 'mfine._

* * *

The bathroom was becoming his favorite place. He sat against the wall, on the floor. He wasn't about to go anywhere near the mirror.

_Just over a day as a monster, and my friends already hate me. I guess I deserve it. _ Allen looked at the darkness. He kept the candle out. "What is wrong with me?" he asked himself. Neah was silent, which was good. Allen wanted to be alone. _It's my fault more people died. It's my fault. I don't deserve to love my friends._

There was something wet running down his face. He felt his cheeks, realizing they were tears. A sob escaped his throat, but he muffled it in his hands. More came, wracking his entire frame. They were silent, but he screamed internally.

_Monsters just don't let other people see them cry._

* * *

**Thanks for reading!**


	3. Chapter 3

**Thanks to everyone who followed/faved/reviewed! **

**Eater Of Souls; Chapter Three "Forgiveness is a bitter smile"**

* * *

There was a heavy silence over the entire ship. Nobody smiled, nobody laughed. It was nothing like it had been before, full of laughter and hope. Bookman and Lavi were in their own corner of the small cafeteria, all the sailors were on the other side.

Lavi kept swirling his spoon around in his soup. His one eye was dark and lost.

"You're thinking about what happened," Bookman observed.

Lavi didn't look up. "What else would I be thinking about, old panda?"

"You're thinking about Allen." Lavi looked up at the observation, pain on his face.

"Yeah, I am. I-I just don't understand-," the redhead said, not finishing. Bookman sighed. "Why would Allen ever do something like that? He let those crewmembers die, just to make sure that Lenalee would be alright."

Bookman had seen what Walker had done, choosing not to stop the mast from coming down on the still-alive sailors. He had chosen his Chinese friend over that. It wasn't a matter of romantic love, obviously. Walker showed no interest in Lenalee Lee as a lover (unfortunately, his own apprentice was not quite so decent). "You don't like his decision?" Bookman questioned.

"No, I don't! We exist as exorcists for humanity! Allen made a big mistake when he let them die! It was right of Lenalee to slap him," Lavi said angrily.

Bookman looked over Lavi's shoulder, seeing the mentioned white-haired exorcist standing a few feet away. Walker had obviously heard what Lavi had said, which was bad timing. Lavi didn't see him, a good thing. Lavi would have felt even more terrible had he known how much his words had hurt his own friend. Walker's face was twisted, painful, for an instant. The expression disappeared quickly. Walker turned, and left the cafeteria.

_I think that was my idiot apprentice's fault,_ Bookman thought. _He's succeeding in isolating Allen Walker, possibly the Destroyer of the Millenium Earl, from his comrades. _ Of course, more important was the fact that Lavi was getting too close to them all.

"You're a Bookman, Lavi. Don't group yourself with the exorcists of the Black Order." Bookman leaned in close. "There's more to Walker than you think. Judging him at this moment would not be wise."

"What do you mean?"

Bookman pondered over the fact that there had been four level-two akuma in the sky, and Walker had defeated three of them within minutes. Walker also exorcised a level-three akuma (something that hadn't been seen before, by the exorcists) quicker than Lenalee, Lavi, and Krory had been able to do, combined. Something had changed.

"I guess we'll just have to wait and see," Bookman said, and left it at that.

* * *

Allen had heard Lavi's words, but ignored them. They didn't matter. He didn't need any support or trust from his friends to protect them.

He wasn't hungry anymore, at least. Neah had warned him that the more he used his akuma senses, the hungrier he would get. Allen had a few days before the lust for blood-oil set in. Neah had also explained that, as part human, he would need a small amount of normal food, and about two hours of sleep. Neah had known him quite well, in the past.

Allen's eye was sensing an akuma again, but it felt weird. The akuma didn't emanate a will to kill like other akuma usually did. It was just above the deck.

He opened up the bedroom door, leaving the quiet darkness of his shared room. It was nearly noon, and the cafeteria was crowded. No one noticed as he slipped up the stairs, and onto the deck.

Mahoja was on the far front of the ship, turning the wheel. That was good. The akuma was on the opposite side, so hopefully Allen could converse with it before anybody noticed it.

One of the giant sails was half down, the akuma hiding behind it. Allen could clearly see its chained souls floating above the sail. Those souls didn't scare him, it was only his own that did.

Briefly, his stomach rumbled, as he smelled the souls on the wind, but the hunger was mild. He was full, just a little peckish.

"Hello," Allen said quietly, as he stood behind the sail. Mahoja couldn't see them both.

The akuma jumped, if it could, in midair. It turned towards him, with no visible eyes, but obviously seeing Allen's floating mass of souls. "Wh- You're an akuma!"

"Shh, don't let Mahoja hear you," Allen said quickly. "What are you? What are you doing on this ship?"

"I'm an an akuma altered by General Cross," the thing said. It was a shiny, metal machine, with a tiny face inside its jaw. "What are you? I've never seen an akuma like you before." It looked above him, probably observing the souls around him. "Whoooeee, that is a ton of souls. What level are you?" The voice was on the feminine side. A girl akuma? (Akuma did have gender, usually based off of the soul they were first made from. Allen was a boy-akuma.)

"I'm also altered, a level four," Allen said quickly. "I'm traveling with these exorcists. You can't tell them that I'm an akuma, though. They would lose their trust in me." If I haven't already lost it, he thought bitterly.

"If you're on a mission assigned by General Cross, I won't reveal you. I didn't know that General Cross could alter level four! I'm Chou."

Allen smiled, breathing in ocean air. Safe. "I'm Allen." It was nice to talk to something that had the same morals as him. An akuma like himself. Chou wasn't disgusted at him, but admiring of his level.

_**Cross alters akuma based off what he learned about you**_, Neah said. _**Why'd you lie about your level?**_

_You said I'm the only level five ever developed, and the Earl doesn't like me. Obviously I'm not telling one of his army minions who I really am, even if they're altered._

_**You're so dreamy…**_

_Shut up, Neah._

"I have a message from General Cross," Chou said. Allen nodded.

"I'm going to get the rest of my exorcist friends, so you can tell it to us all. Um," Allen paused. "Can you pretend to never have met me? I don't want to make things weird."

"Sure! Whatever you say, senpai!"

Allen sweated. The level-two akuma was using Japanese honorifics on him, that didn't really fit the situation. He crept out from behind the sheet, making sure Mahoja still was at the mast. She was. He silently walked down the stairs to the cafeteria, over to where Lavi and Bookman were. Lenalee and Krory had joined them.

"Hey," Allen said, and they turned around. He met their eyes, but quickly looked down. Lying to someone was harder when they were looking at a person with genuine trust. "There's an akuma on the deck. I'm sensing it."

In an instant, all four exorcists were up out of their seats. Lenalee had her Dark Boots activated. "No, wait!" Allen put out his hands. "It's not a normal akuma. It's not here to kill u.s., I think."

"How do you know?" Lavi asked.

"I… can tell with my eye, if an akuma has a will to kill. This one doesn't." A partial truth.

The exorcists followed him up to the deck, quietly, so as not to alert the rest of the crew of the situation. Chou was still floating behind the back sail. Allen gestured towards her. "The akuma is behind that."

"Akuma! We see you! Come out!" Lavi yelled to her. Slowly, Chou peeked around the billowing sail. She saw Allen, and relaxed, coming to a stop a few feet away from them.

"What are you?" Lenalee said. Chou's tiny little face, inside its jaw, spoke.

"I'm an altered akuma, by General Cross. A level two. I come with a message from him."

"General Cross altered you?!" Krory said. "Wow. That's… good. He's still alive."

"Amazing," Lavi said. "And a little creepy. You could kill us all in our sleep."

"If altered akuma still had a will to kill, you'd all be dead by now," Chou said. Allen winced. Chou wasn't talking about herself, but his friends couldn't tell that. _Hopefully_.

Timcampy had been resting inside of Allen's shirt, and flew out suddenly, landing on top of Chou's head. "Oh, hey, Timcampy! See, Timcampy knows I'm telling the truth." Chou looked towards Allen, waiting for him to verify her claim.

"General Cross is the only man in the world who can alter akuma. Not even the Black Order knows this. Only I do, and now you," Bookman said, before Allen could say anything.

"What's your name?" Krory asked. He didn't look like he was thirsting for Chou's blood, which was good. He had deactivated his Innocence.

"Chou."

"It's nice to meet you, Chou," Lenalee said, giving a hesitant smile. "You said you had a message for us?"

"General Cross says, 'Go home.' You'll only slow him down. He's near Edo, but can't go in, because of the ark."

_**The ark! Man, I miss that thing…**_ Neah sighed.

_What is it?_

_**A transporting machine-thing. You can use it go across the world, if you want. It also has a city inside of it, for living in. I could call it up, right now, if I wanted.**_

_Please, don't. _

"The ark?" Lavi asked as well.

"A factory for manufacturing akuma. Cross is going to destroy it," Chou explained. "He doesn't want you to mess with his mission."

_**If Cross knew that you've woken up, he'd definitely want to meet up with you**_, Neah said. _**I'd recommend continuing. Plus, more akuma souls for you to eat in Edo.**_

_More.. souls_. Allen pushed down the urge to let his akuma teeth show. His hunger for killing couldn't become a problem. It was an asset, to help him protect his friends.

"We're going to continue." Lenalee's voice was firm, strong, like the woman she was becoming. Allen smiled. His Chinese friend could appear fragile at times, but she had a core of pure steel.

"Yep. Our mission's still to find Cross. No turning back now," Lavi said.

Chou sighed. "I guess it's not really my choice, I'm just a messenger. I'm also supposed to help protect you, but compared to some, I don't think I'll be useful."

"How do you mean?' Lavi asked. "Level two akuma are pretty fierce to fight, and us regular exorcists aren't that amazing."

"Never mind," Chou quickly said, seeing Allen glaring at her with one fist cracking menacingly. "I j-just meant c-compared to h-h-higher levels- Never mind!"

Allen groaned internally. _Darnit, she's gonna reveal me before we even get to Edo. I've never liked level two kauma!_

Realizing what he had just thought, Allen's eyes widened. He felt like there were memories of level two akuma, memories of before he was an exorcist, that were just under the surface. _Neah.. I-I think my memories are starting to come back!_

_**There sort of something in your mind. It's like a locked room. Maybe it'll unlock with time?**_

_Maybe. _

But do I really want these memories back?

* * *

Adam, the first apostle, sat up in bed, gasping for breath. There was sweat dripping down his face.

"Master? What's wrong?" Road asked, from his bedside.

"O-one of my akuma s-soldiers has been found. His b-blood is singing."

"What do you mean? There aren't any lost akuma soldiers- Oh my gosh." Road's eyes were wide, she searched the Millenium Earl's face. He looked away, an affirmative.

"Eater has returned."

* * *

It was the last stretch of sea, before the exorcists were saying goodbye to Anita's ship, and boarding a smaller boat. All the exorcists were gathered in a cabin, resting, before they made the final journey to Edo.

Allen was falling asleep on one of the couches. His friend's voices lulled him to sleep, slowly.

That's when his first memory came back.

"_Good job, Eater. You've done well on this mission," his master said, patting the level four on the shoulder. Eater flipped his red hair, puffing out his metal-plated chest with pride. _

"_Thanks, master! Although.." the akuma looked sheepish. "I ate a few more souls than was necessary. Not a lot, just a few. They were annoying."_

_Master laughed. "Just remember the rules."_

_Eater nodded furiously. "I do! One, always introduce yourself politely. Two, listen to the masters Noah. Three, family is priority." He smiled, pointed teeth gleaming. "That's my favorite. You all are my best family! Especially Neah and Road and sometimes Wisely, but he can be a jerk sometimes…"_

_Adam sighs, watching his best soldier fall into a long tangent about his family, talking only to himself. Eater loved to talk. He was like a little kid, sometimes. A rebellious, sassy kid._

_Glancing up at the mass of souls above Eater's head, Adam was reminded of the fact that whatever he was, Eater was very, very powerful._

"_What if I leveled up?" Eater said, excitedly. Adam blinked, frowning._

"_No. Leveling up to anything past a four is not good. You should stay right where you are." Eater sunk down in his chair._

"_But I'd be more powerful, then. Why's leveling up bad? It's not bad for one-to-fours."_

"_It just is!" Adam yells, scaring his soldier into silence. The akuma sulks, glaring at the wall behind Adam._

"_I'm hommeee!" The fourteenth Noah enters the room on the arc. Eater jumps up, laughing. _

"_Welcome back, Neah! You slow poke, I coulda killed those exorcists in half the time you did."_

"_Shut up, Red."_

"_Never, my friend."_

* * *

Chou was being interrogated by the exorcists on the ship. She (for the akuma thought of herself as female) felt nervous. Her senpai was asleep on the couch, and couldn't protect her.

He was the coolest senapi she'd ever had! Level fours were super rare, and they would usually try to eat her on sight. Luckily, General Cross had altered him. Allen was staying in human form.

What would his akuma form look like? Level fours often looked all the same, but there were a few exceptions. Hmm… He'll probably have fire around him, and super-cool red eyes, and long vampire fangs, and a long cape, and-

"Do akuma eat?" the red-haired exorcist in front of her demanded. Chou shook her head.

"No, akuma don't eat real food. We gotta consume souls, though, to subdue the dark matter's will to kill." She didn't really have to worry about revealing too much, since she didn't actually know that much.

"What about sleeping?" It was the pretty Chinese girl asking. She sat on the couch, at Senpai's feet.

"Nope! No sleep, either. We're not at all like humans. No pooping. No-"

"Okay, I think we got it." the younger Bookman exorcist said, looking weirded out. "A little bit too much info."

They were all sitting around her, Miranda on another couch, resting, Lavi and Krory on the floor, and Bookman in a chair.

"What I'm really curious about," Bookman said, "is how General Cross alters akuma, like you."

Senpai snored on, and Chou assumed that he wouldn't mind her telling his comrades how they were altered. "I'm not really sure how my master does it. I saw part of how he did it, once.

"He had another level two in front of him, and he put some human blood onto its number, and said a few words. It was a spell. Then, he reached into it, and yanked on something, pulling it out of the wires. It was a glowing white light."

"That's confusing," Krory said. "What was the glowing white thing?"

"The beginnings of the akuma's soul."

"What?!" Lavi, Lenalee, and Bookman all said at the same time.

"Akumas have no soul, they just have… evilness," Lavi said.

Chou sighed. Lavi was including her in that statement. He was completely correct, it was just irritating to be referred to as 'soulless.' There was only so much a girl could take.

"Akumas start out with an _ego_. As they level up, the ego sort of develops into what could be called a soul. Master said that he pulls the growing soul out of the clutches of the dark matter, so that the akuma can resist the will to kill, at least for a little. He calls it the 'Eater Method.'"

Allen yawned, waking up. "mm...someone called me?" he mumbled. Everybody went silent. The white-haired akuma opened his eyes, realizing where he was.

"Allen, you idiot! We didn't mean eater of foods. Chou's telling us about altered akuma," Lavi said, grabbing her senpai's shoulder, and pulling him off the couch. He hit the wooden floor loudly.

"Lavi, stop it! You're a jerk," Allen whined. "I heard the word 'eat,' and woke up cause I thought there was food."

Senpai seemed nervous, though. Any akuma would be, surrounded by exorcists. Chou kept a careful watch on Krory, out of the corner of her eye. Those fangs looked nasty.

"Excuse me, exorcists?" Everybody looked up at the voice. The captain of the ship, a woman called Anita, was at the doorway. "We've… reached a stopping point. You can board another ship to go the final distance to Edo, in about fifteen minutes."

The news was received with dark, sad looks. Chou looked around, confused. "You guys look pretty sad. Why the long faces?"

Nobody wanted to answer, but her senpai was the first to speak up. "All the crewmembers will die as soon as Miranda deactivates her Innocence." The white-haired akuma's voice was blunt, without feeling.

"Allen!" Lenalee cried. "That's not-"

"He's right, Lenalee. It's okay. There's no point in sugarcoating it," Anita said, giving a smile to both of them. Allen looked away from her, eyes on the floor. "The crew is enjoying their last minutes, as am I. You all should feel no guilt for what has happened."

Anita stepped over to where Allen was sitting on the couch, gently cupping his chin. Chou watched her senpai with interest.

"The only hatred I feel is towards the akuma that killed my mother over twenty years ago, not the exorcists that fight to kill akuma," Anita smiled, letting go of Allen's face. "I have no qualms against you."

"Anita!" a crewmember called from outside. "We need you out here." Anita bowed, and left. The rest of the humans left in the room were all looking at Allen. He had a twisted expression, and was pale.

"You alright, senpai?" Chou asked. Allen stood up.

"I'm fine. I need to go to the bathroom."

Chou watched him leave, all dressed-in-black and menacing, with a huge lump of souls above his head.

_Senpai's so cool!_

* * *

Allen barely made it to the toilet in time, before he threw up. When Anita had told him that she didn't blame him for her mother's death, only the akuma that had killed her mother, a soul had slipped down from above him, into his line of sight.

It was the soul of Anita's mother. It cried and screamed, and he could _hear it._

The memory it brought up was pushing its way to the surface of Allen's mind, and he tried to stop it, but couldn't.

* * *

_He was on the run with Neah, the final days before Neah's memory was implanted in him. He had been a level five akuma for less than a week, and his appetite had only increased._

_They were in China, at the moment. Neah was asleep, inside an abandoned shed they had found in the forest. Red was walking around the town nearby._

_There were so many souls. So many souls. _

_He couldn't consume them, though. Adam would know where they were if he heard of a massacre. A group of Chinese merchants passed by on the road, and Red pressed close to the shadows of shaggy-looking buildings. A week prior, he had been dragged into the body of a human baby. There was no soul in the body, it was simply a shell. For some reason, Red's own soul was now attached to the body, like it was his own. Like he was human._

_The child had red hair, as did he, which made him stand out among any crowd. For two days, Neah had watched over him without sleeping, as Red's body groaned and shuddered with aching pains. He grew from a child to a man in a few hours, then back again. It had stopped at the age of a twenty-year-old, and he was still in that form._

_Somebody brushed Red, and he shuddered. It was getting worse. A lot worse. His human teeth were turning into akuma ones._

_He slipped into an abandoned building, seeing no one near it. For a few minutes, Red just breathed in and out._

_Then, he smelled the souls._

_There were two of them, in a dark corner of the room. A mother and a child. They were huddled on the dirt floor, watching him. The mother pushed the child, a girl around ten, behind her, taking an aggressive stance._

_Red couldn't stop it. He went into partial akuma form, one hand a giant claw. In front of the child, he quickly killed the mother. It was a bloody mess, red splattering everywhere. The soul tasted amazing, full of fear and pain and fear and pain and mmmmm_

_It was pure bliss, until he opened his eyes, and saw the child. The little Chinese girl was crying silently, curled up, watching him eat the dead carcass of her mother. Red had never had a problem with killing, whether it be children or adults, he'd never been squeamish._

_He became aware of the blood, covering his hands and face. _

_That was the first time he'd felt guilt for killing._

* * *

_I was the one who killed Anita's mother._

_**I didn't know that. In the months that we traveled together, you sometimes disappeared for a few hours. I knew what you were doing, but not the specifics.**_

Allen flushed the toilet. _I must be the only akuma afraid of souls. I mean, I eat them for meals. How can this happen?_

_**Maybe it's your guilt**_, Neah offered. _**You have a human conscience now. I do too, but I'm a Noah, so it affects me differently.**_

_Can Noah see akuma's souls?_

_**Yeah, but we usually choose not to.**_

Allen watched his eyes in the mirror. They briefly flicked to that of an akuma's, black, with white pupils, then became blue again. He had to look away quickly, because the souls around him began to settle.

* * *

"Maybe we were too hard on him," Lenalee said, wrapping her arms around her knees.

She meant Allen. At first, she had hated him for a little bit, choosing to save her over crewmen. Slowly, Lenalee had been able to understand. Maybe, in his shoes, she would have done the same.

She had seen his hurt expressions, when he thought she couldn't see them. When he looked pale and sick, but wouldn't tell them the cause. "Allen's different, and I don't know why."

"He got scared when the Noah attacked him, maybe?" Lavi said, from the chair across from her. "Something spooked him into losing his innocent smile."

"What if you knew what it was?" Chou spoke up. Both Lenalee and Lavi jumped. They had forgotten she was still in the room.

"What do you mean?" Lavi asked.

"Maybe senpai's holding on to a big secret, and doesn't want to hurt you guys. You are his friends, he doesn't want to lose you."

"A big secret? What would Allen have to hide?" Lenalee voiced.

"He's-"

"Chou." Allen had appeared, and had a hand on the gold akuma's shoulder. He nearly growled her name. "You should leave now." A furious fire burned in his gaze, and Chou could've sworn it was burning through her metal armor.

"S-s-sorry!" the level two cried, running out.

_A secret?_ both of Allen's friends wondered. "Did you hear what she said, Allen?" Lavi asked.

"Yes, I did," Allen sighed. He looked at them expectantly, waiting for the imminent question.

"Are… you hiding anything?" Lenalee said.

The white-haired akuma smiled. "No, guys. I'd tell you. No thoughts in this brain of mine but food and killing akuma." His hand clenched around the shard of Innocence in his pocket, making it cut into his palm. The blood would be oil, if he pulled his hand out.

His friends smiled back. "That's good. You had us worried for a bit, but you seem back to normal," Lavi said, wrapping an arm around the shorter exorcist. Allen laughed with them, a forced laugh.

_Nothing in this head but lies and twisted love._

* * *

**AN: Some questions readers may have.**

Is Allen going to level up? **Yes. (I'm not saying anymore! ;)**

Any pairings? **Nope. Just tons of fluffy and dramatic friendship.**

Any character-hating? ** I love all of Hoshino-sensei's characters, except for Chaoji and Apocr-what's-his-face (they could fall off the face of the earth and I wouldn't care), so even if someone is portrayed as the bad guy, I'm not gonna bash them.**

akuma!Allen is a little dark... **Yep, he is. He's been through a lot. (but doesn't that make him totally awesome? ;3 )**

Is Neah a bad guy? **Not really. I didn't want Neah and Allen to be enemies, since Neah's pretty darn cool, so I'm portraying them more as good friends.**

Exactly how strong is Allen? **You'll find out fairly soon, but he could take on a few generals and level fours, and still win. I'm not going to overpower him, though. He has a few gigantic weakness (i.e. his friends, mirrors, his own Innocence taking over him and killing him)**

**Thank you so much for reading!**


	4. Chapter 4

**Eater Of Souls 4; "Human side? What human side?"**

* * *

Saying goodbye had been hard for his friends. There was only one survivor left from the crew, which had surprised Allen. He thought his actions had killed all of them.

Overall, saying goodbye, for Allen, had been tedious.

Chou was holding the smaller boat that the exorcists were in up the larger boat. Slowly, she let it drop into the ocean. Lenalee was sobbing, but Allen stayed away from her. He felt like his akuma blood poison could transfer through touch. He felt like an impostor. There was no way he could comfort her, being the one to cause most of her friends' deaths.

Anita and Mahoja both waved, putting on gigantic smiles, as Miranda deactivated Time Record. Both of the woman exorcists' cries reached a peak as little tiny stars dotted Anita and Mahoja's bodies, breaking the smiles into pieces that floated into the ocean.

_I can do that to people,_ Allen mused. He couldn't name exactly why or how, but he knew that if he tried to shoot akuma bullets, he could. It would happen. _It's strange, I don't really feel any remorse for them dying. I guess as an akuma, I'm used to it._

"L-let's c-continue on," Lenalee said, putting on a brave face. Lavi gently put an arm around her shoulders.

"We'll help General Cross defeat as many of those monsters as we can. For Anita. For the crew mates." The bookman looked strong, fearless, but Allen knew him too well. He was scared out of his wits.

_**He should be. Do you know how many freaking akuma there are, in Japan?**_

_I can take on anything._

_**Most everything. Fighting more than one Noah would be impossible for you.**_

_I'm getting hungry again._

"Thank you for allowing me to continue on with you," the last crew member, left behind, said, giving a small bow. It was a young partly asian man, with a slight British accent. He had white-blonde hair, and appeared to be around twenty. There were tears on his cheeks, which he quickly wiped away.

"What's your name?" Krory asked.

"Paul. I was born in London, but my grandfather is Chinese. That's why I look slightly, um, Asian."

"Allen's from that area, too," Lenalee said. Allen stiffened, but then realized that she didn't know exactly how he was 'born.' She just knew he had British roots.

Paul glanced at Allen, but quickly looked away. Allen gave a polite, albeit bitter, smile. _He hates me. _"It's nice to meet you, Paul," Allen said.

"We need to go soon," Chou said. The boat was just bobbing, they hadn't started rowing yet. "My will to kill is starting to take over."

"What happens if it takes over?" Allen asked, intrigued.

The giant, metal beast seemed to wince. "I self-destruct...?" Chou ended with an unspoken question, and he realized his mistake. If he was an altered akuma as well, he should have already known that he would self-destruct.

"That's rough," he quickly said.

"You aren't upset, Allen?" Lenalee quietly asked.

"No?" Allen said. "I mean, it's terrible of my master to make akuma self-destruct, but at least they've served a purpose."

"You've changed," Lenalee said. "When we were fighting Road Kamelot, you were really upset when- Never mind. It's nothing."

_I have changed, more than she'll ever know. I guess I can't really care anymore, about souls being destroyed, because that'd be hypocritical. I mean, souls above me are disintegrating farther everyday._

"I guess things have changed," Allen replied, leaving it at that.

The next few minutes were spent in silence, as Chou pushed the boat along. The ocean spray kept all of them chilled enough to drop cordial conversation.

* * *

Within an hour, they had reached the shoreline of the abandoned docks of Edo. Underneath the hood of his black cloak, Allen couldn't stop smiling.

He was home.

It wasn't his birth place, but his akuma blood sang with the joy of returning to the land of demons. Every akuma thought of Edo as its home, no matter where it had been born.

His home was still beautiful. Allen could remember a fuzzy image of Edo, before he had been in a human body, and it seemed to be much the same as the picture before him. Cherry blossoms fluttered in the wind, old flags waved from crumbled buildings, and there was the smell of blood-oil everywhere.

As Allen stepped off the small boat, he sniffed. The tantalizing smell awoke his dark matter, making his teeth into little points. He tried to push them back again, but couldn't all the way. It was a relief that his cloak kept his face, and body, shadowed. His eyes kept flashing from white to black, the pupils clouding with red.

It was the middle of the night, and there was no moon in the sky. Allen could see fine, though.

As the rest of the exorcists clambered off the boat, Chou stood next to him. She had assumed the form of a human woman. "The smell's super gross, right? I hate smelling other akuma's blood," she whispered to him.

Allen started. "You don't like it?" he whispered back

"Ew, no. Only the really dark akuma enjoy the taste of blood."

_I suppose I count as a 'really dark akuma,' then, _Allen thought. He didn't reply, as all the exorcists had finished getting off the boat. They were starting towards Edo.

Allen felt the hunger inside of him multiply tenfold as the smell of blood surrounded him.

His eye was permanently activated, gears spinning in front of it. Neah had explained to him that the gears were a manifestation of his inner body, not just a side affect of Mana's curse, like his friends assumed. It was strange to Allen to think that there were mechanical parts inside of him. His non-Innocence arm kept twisting and changing form underneath his cloak. It no longer had the appearance of flesh and blood, but was a mix of metal and skin.

_I need to kill. I need to killIneedtokillineedtokilltokillkill_

His thoughts were jumbled, the only coherent one was that he needed to get away from his exorcist friends before letting go-

"Kawamura!" Chou yelled with joy, running to another woman that appeared in from of them. Allen's eye could see the souls above her.

_I need to get out, now_. Allen took a step back, looking around for a means of quiet escape, but before he could, something happened.

"Level three incoming!" Chou screamed, throwing herself away from her friend. The exorcists were tossed into the bushes along the path, including Allen.

They all watched with interest, (and hunger, on Allen's part) as three level-three akuma approached Kawamura. The akuma had abandoned its woman form, and was trapped in a cobweb. Allen could hear its cries, a high-pitched grating noise. To his friends, it would sound like machinery groaning.

Lenalee silently pressed a hand over her mouth, horrified, as Kawamura was torn apart by her fellow akuma. Krory, Miranda, and Paul looked away, Lavi and Bookman watched carefully, and Allen... drooled.

"S-Senpai-" Chou breathed. "I-I'm about t-to self destruct-" Her skin was twisting, veins popping in her face.

"What?!" Allen said, but it was too late.

Everything exploded.

* * *

Lavi woke with a ringing in his ears. His head hurt, and when he touched the back of his neck, he found sticky blood.

Everything was still pitch black, but Lavi could feel a forest floor beneath his hands. He was still in Edo.

What happened? Chou had whispered something to Allen, then exploded- oh. Self destruct.

There was no sign of the three akuma that had consumed Chou's friend. As Lavi's ears adjusted, he saw a big, dark form a few feet away. It was eating. Sounds of tearing metal echoed around them.

"Who are you?" Lavi asked, then realized his mistake. The thing was an akuma. It turned around, facing him, a gross machine, a level three.

"-" It said something in a language that Lavi didn't understand, most likely Japanese. The Bookman was slow at languages, and only knew a few words. Where was his hammer?

"- -" Something about a trade, was all Lavi got from it, and then something smacked him in the head, and he was out.

* * *

Mere was a level three akuma. He was the best level three around. Everyone else recognized his high level of souls, and listened to him. They let him eat the lower-level akuma with the best powers, so he would gain theirs. He always got first pick. Mere was king of Edo.

As he and his comrade akuma (_more like servants, really_) had finished consuming a level two, something had screamed, and exploded. Humans (_pure souls!_) were thrown out of the side of the road they were on, unconscious. There was one akuma with them, but that couldn't be right, because the amount of souls surrounding it was too much for only one.

"Souls," grunted another akuma next to Mere, in Japanese. That was the language most akuma spoke on the island. One of the perfect souls had already been stolen away, but there were still plenty left.

More akuma were gathering around Mere, because no demon could resist a pure, new human soul. Humans were scarce, no one new came to Japan besides the master Noah.

Mere grabbed the woman-exorcist around the neck, heaving her up. "This one's m-"

"DON'T TOUCH HER!" someone screamed in Japanese.

**BOOM**!

* * *

The other akuma watched in shock as Mere was blown up by a large akuma bomb. Allen had shot it, his right arm twisting back into a human form. "I told you not to touch her."

They all felt shivers run down their metal spines, as the exorcist began to laugh manically. He bent over, shoulders heaving. "You see, I hurt other people who hurt my friends, but my friends can't find out, because they'd be hurt too. It's like one insane circle of death and pain and Red."

"What level is he?" one akuma whispered to another. Allen heard it.

"I'm a level five," he answered. His eyes flicked into a permanent black, teeth finalizing their pointed state. "A hungry one."

Within five minutes, there were carcasses of akuma everywhere, glinting in the moonlight. More and more demons arrived after hearing the noise, more and more demons died. Allen felt great. The souls made him feel alive.

He looked around him, seeing the pool of oil-blood at his feet. Some of it was still dripping from his mouth, and he wiped at it, smearing it around his face accidentally. "Darn it."

_**Allen, I hate to interrupt your disgusting feast, but my Noah memory is tingling. Somethings-**_

**MY LOVELY PETS, CAN YOU HEAR MY VOICE? **

Allen felt something yank on his mind, the voice pulling on his consciousness. He wanted to follow that voice to the ends of the earth. _The Earl..._

**GO FORTH, MY AKUMA, AND SLAUGHTER THE EXORCISTS AND THEIR GENERALS! **

Yes, he would, because that voice was his king, that voice was his heaven, and he was standing over some exorcists right them, how perfect, he could just-

_**Allen! Wake up!**_

_Mmm?_

**_You're being controlled by the Earl! Don't give in!_**

_I'm-what?!_ Allen opened his eyes, seeing his hand on Lenalee's neck, ready to snap it._ No!_

He yanked away, flinging himself apart from his friends. _What was I going to do? I was about to kill them! I was about to listen to the Earl! Neah, what's wrong with me?_

**_It's not your fault. All akuma are compelled to listen to the master Noah. You're an akuma, and are no exception. Your human parts make it better, though._**

_B-but I was going to kill my friends! How could I ever think of doing that?!_

**_When you're an akuma, anything is within reason. You can't base your actions on what a human would do, since you're not human. The only thing keeping your conscience alive is the fact that you love your friends desperately._**

The sound of the akumas flying through the air drew Allen's attention away from Neah's words. "The Earl is here. I've got to protect them. They took Lavi, as well, I've got to find him."

_**You'll do what it takes. You always did.**_

* * *

**Thanks for reading!**


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